Exhibit 10.24(c)


 


MASTER ASSIGNMENT, ASSUMPTION AND ACKNOWLEDGEMENT
AGREEMENT


 


This MASTER ASSIGNMENT,
ASSUMPTION AND ACKNOWLEDGEMENT AGREEMENT (this “Agreement”), dated as of
the 30th day of June, 2008, by and between Equitable Resources, Inc., a
Pennsylvania corporation formed in 1926 (“Assignor”) and Equitable
Resources, Inc., a Pennsylvania corporation formed in  2008 to effect a holding company
reorganization of Assignor, (“Assignee”).


 


W I T N E S S E T H


 


WHEREAS, the Assignor owns
certain rights, interests and obligations in or with respect to the following
assets and liabilities (collectively, the “Assets and Liabilities”):


 


(a) 100% limited
liability company membership interest of Equitable Distribution, LLC;


 


(b) 100% limited
liability company membership interest of EQT Investments Holdings, LLC;


 


(c) 500,000 ordinary
shares of Equitable Resources Insurance Co., Ltd.;


 


(d) if the merger of
Kentucky West Virginia Gas Company, LLC into Equitable Distribution, LLC has
not occurred, 99% limited liability company membership interest of Kentucky
West Virginia Gas Company, LLC;


 


(e) 97.25% limited
partnership interest of Equitrans, LP;


 


(f) the following
notes, debentures and medium-term notes:


 


	
  Title of Securities

  	
   

  	
  CUSIP

  
	
  6.50% Senior Notes due April 1, 2008

  	
   

  	
  294549ARI

  
	
  5.15% Notes Due March 1, 2018

  	
   

  	
  294549AM2

  
	
  5.15% Notes Due November 15, 2012

  	
   

  	
  294549AJ9

  
	
  5.00% Notes Due October 1, 2015

  	
   

  	
  294549AP5

  
	
  7.75% Debentures Due July 15, 2026

  	
   

  	
  294549AE0

  
	
   

  	
   

  	
   

  
	
  8.48% to 9.00% Medium-Term Notes

  	
   

  	
   

  
	
  Series A

  	
   

  	
   

  
	
  8.82% Notes Due September 1, 2009

  	
   

  	
  29455JAF4

  
	
  8.75% Notes Due October 1, 2009

  	
   

  	
  29455JAV9

  
	
  8.79% Notes Due November 11, 2011

  	
   

  	
  29455JAQ0

  
	
  8.48% Notes Due December 27, 2011

  	
   

  	
  29455JBA4

  



 

















 


	
  8.70% Notes Due December 1, 2014

  	
   

  	
  29455JAX5

  
	
  8.88% Notes Due October 1, 2020

  	
   

  	
  29455JAN7

  
	
  8.81% Notes Due October 1, 2020

  	
   

  	
  29455JAS6

  
	
  8.99% Notes Due September 1, 2021

  	
   

  	
  29455JAB3

  
	
  9.00% Notes Due September 1, 2021

  	
   

  	
  29455JAJ6

  
	
  8.98% Notes Due September 1, 2021

  	
   

  	
  29455JAK3

  
	
  8.93% Notes Due October 1, 2021

  	
   

  	
  29455JAL1

  
	
  Series A Total

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  7.30 % to 7.55% Medium-Term Notes

  	
   

  	
   

  
	
  Series B

  	
   

  	
   

  
	
  7.30% Notes Due March 4, 2013

  	
   

  	
  29455JBJ5

  
	
  7.55% Notes Due October 1, 2015

  	
   

  	
  29455JBP1

  
	
  7.42% Notes Due March 2, 2023

  	
   

  	
  29455JBH9

  
	
  Series B Total

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  7.60% Medium-Term Notes Series C

  	
   

  	
   

  
	
  7.60% Notes Due January 15, 2018

  	
   

  	
  29455JBQ9

  
	
  Series C Total

  	
   

  	
   

  



 


(g) the Revolving
Credit Facility dated October 27, 2006;


 


(h) 55,378 shares of
Series A Preferred Stock of Alzeta Corporation;


 


(i) all limited
partnership interests in Strategic Investment Fund Partners, LP; and


 


(j) all other assets and liabilities identified
on Exhibit A attached hereto.


 


WHEREAS, the Assignor desires to
assign and transfer to the Assignee all right, title, and interest in the
Assets and Liabilities (such transfer is referred to as the “Assignment”);
and


 


WHEREAS, the Assignee desires to
substitute itself for and become the successor to the Assignor with respect to
the Assets and Liabilities and to assume and perform all of the Assignor’s
covenants, agreements, duties, responsibilities and obligations with respect to
the Assets and Liabilities.


 


NOW, THEREFORE,  in consideration of the foregoing and for
other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, and intending to be legally
bound, the parties hereto agree as follows:


 


Section 1.  Assignment.  Assignor does hereby assign, sell, transfer,
and set over to Assignee, its successors and assigns forever, all of Assignor’s
right, title and interest in and to the Assets and Liabilities. Such Assignment
shall be effective as of the date hereof.


 


Section 2.  Assumption.  Assignee hereby assumes and agrees to
promptly perform all covenants, agreements, duties, responsibilities and
obligations of Assignor under the Assets and Liabilities.  Assignor shall have no further duties,
responsibilities or obligations with respect to


 


2

















 


the Assets and
Liabilities effective as of the date hereof, except as required by contract, in
which case Assignee agrees to indemnify and hold harmless Assignor for all
costs and expenses incurred by Assignor with respect to such Assets or
Liabilities.


 


Section 3.  Savings.   It is understood and agreed by
the Assignor and Assignee that to the extent a consent, approval and/or waiver
is required for the conveyance of a particular right, title or interest
relating to any of the Assets and Liabilities, then this Agreement shall not be
deemed to have conveyed said right, title or interest to Assignee, if an actual
or attempted assignment thereof would constitute a breach thereof or default
thereunder resulting in termination thereof, until such required consent,
approval and/or waiver is obtained.  The
Assignor and Assignee shall cooperate in obtaining any such required consents,
approvals and/or waivers, and for any pending period, the Assignor and Assignee
shall cooperate in any reasonable, permitted arrangement to provide Assignee
with all, or the equivalent of all, of the benefits and privileges associated
with said right, title or interest.


 


Section 4.  Further Assurances.  The Assignor and Assignee hereby covenant,
from time to time at the request of the other party and without further cost or
expense to such party, to execute and deliver such other instruments which the
other party may reasonably request in order to more effectively consummate the
transactions contemplated by this Agreement.


 


Section 5.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to the conflicts-of-laws provisions thereof.


 


Section 6.  Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


Section 7.  Counterparts.  This Agreement may be executed and delivered
in one or more counterparts, all of which shall constitute one and the same
instrument.


 


Section 8.  Headings.  The section headings in this Agreement are
for convenience of reference only, and shall not be deemed to alter or affect
the meaning or interpretation of any provisions hereof.


 


[Remainder of
Page Intentionally Left Blank]


 


3

















 


IN
WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as of the
date first above written.


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EQUITABLE RESOURCES,
  INC.

  
	
   

  	
  (organized in 1926)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E.
  Crockard, III

  
	
   

  	
  Name: James E.
  Crockard, III

  
	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
  (organized in 2008)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Philip P. Conti

  
	
   

  	
  Name:

  	
  Philip P. Conti

  
	
   

  	
  Title:

  	
  Senior Vice President
  and Chief Financial

  
	
   

  	
   

  	
  Officer

  
					



 


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Exhibit A


 


All other assets and
liabilities of Assignor which are not assets or liabilities of Equitable Gas
Company (a division of Assignor) including, but not limited to, the following:


 


i)
all corporate records of Assignor including, but not limited to,
(a) minutes of meetings of shareholders, board of directors, and
committees of the board; (b) stock ledgers, (c) shareholder reports
or other documents furnished to shareholders or filed with the Securities and
Exchange Commission, (d) analyst or rating agency reports, and
(e) press releases;


 


ii)
all accounting records of Assignor including, but not limited to,
(a) monthly, quarterly and annual financial statements, (b) all
management letters, reports or studies on internal controls or other special or
regular reports or recommendations produced by external or internal auditors,
and (c) copies of all foreign, Federal, state and local income, franchise,
sales, property, gross receipt and employment tax returns;


 


iii)
all of Assignor’s real property leases;


 


iv)
all of Assignor’s contracts and documentation regarding indebtedness of
Assignor including, but not limited to, credit agreements, indentures,
capitalized leases, private placement memorandums for Assignor’s commercial
paper program and swap or other “derivative” agreements;


 


v)
all indemnification agreements, employment agreements, noncompete agreements
and other agreements and arrangements with directors, officers, employees and
agents;


 


vi) 
Assignor’s Dividend Reinvestment and Stock Purchase Plan;


 


vii)  Assignor’s License Agreement for Penguins
Suite;


 


viii)  all of Assignor’s motor vehicles;


 


ix)
all of Assignor’s insurance policies or arrangements;


 


x)
all of Assignor’s other corporate contracts;


 


xi)
all of Assignor’s office furniture and equipment;


 


xii)  all other books, records and other assets of
Assignor; and


 


xiii) all other
liabilities of Assignor, whether known, unknown, contingent or otherwise.